Content Creator Agreement

CONTENT CREATOR AGREEMENT

This Content Creator Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between Company Name: , Company Address: , an entity formed under the laws of ; and Creator Name: , Creator Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company operates marketing, media, and distribution channels and desires to engage Creator to produce certain creative content for Company; and

WHEREAS, Creator represents that Creator has the expertise, resources and rights necessary to create, deliver and, if applicable, license the content described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Creator will create and deliver such content and grant rights in such content to Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the creation, production, editing and delivery of content described in the Deliverables Schedule and any additional tasks mutually agreed in writing. 1.2 "Deliverables" means the final audio, visual, photographic, textual and other materials created by Creator pursuant to this Agreement and listed in the Deliverables Schedule. 1.3 "Work Product" means all rights, title and interest in and to the Deliverables, including all copyrightable subject matter, whether registered or not. 1.4 "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. ENGAGEMENT & SCOPE OF SERVICES

2.1 Engagement. Company hereby engages Creator and Creator accepts engagement to perform the Services and deliver the Deliverables in accordance with the terms of this Agreement. Creator shall perform the Services in a professional manner consistent with industry standards.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with Section 12.

4. COMPENSATION

4.1 Fees. Company shall pay Creator the compensation set forth below. Unless otherwise specified, amounts are exclusive of any taxes for which Creator is responsible.

5. DELIVERY & ACCEPTANCE

5.1 Delivery. Creator shall deliver the Deliverables on or before the milestones set forth in the Deliverables Schedule. Time is of the essence for delivery dates expressly identified as material.

5.2 Acceptance. Company shall have an acceptance period of days from receipt to review the Deliverables and either accept them or provide reasonable written notice of required revisions. Creator shall make revisions in a commercially reasonable manner.

6. OWNERSHIP AND LICENSE

6.1 Work for Hire. To the fullest extent permitted by applicable law, Creator agrees that the Deliverables shall be considered "work made for hire" and all right, title and interest in the Work Product shall vest exclusively in Company upon creation.

6.2 Assignment. To the extent any Work Product is not a work made for hire, Creator hereby irrevocably assigns and transfers to Company all right, title and interest, including all copyrights and moral rights, worldwide and in perpetuity. Creator agrees to execute any documents reasonably requested to effectuate such assignment.

6.3 License Back. Company may, at its option, grant Creator a non-exclusive, limited license to use Deliverables for Creator's portfolio and self-promotion only, subject to prior written approval by Company for any public usage that conflicts with Company's commercial exploitation.

7. WARRANTIES AND REPRESENTATIONS

Creator represents and warrants that: (a) Creator is the sole author of the Deliverables and has all rights necessary to grant the rights granted herein; (b) the Deliverables are original and do not infringe or misappropriate any third party intellectual property or other rights; (c) the Deliverables do not violate any law, contain defamatory statements, or invade privacy; and (d) Creator will comply with applicable advertising, disclosure and intellectual property laws and regulations in the creation and promotion of the Deliverables.

8. CONFIDENTIALITY

8.1 Non-Disclosure. During the Term and for a period of three (3) years thereafter, each Party shall hold in confidence and not disclose Confidential Information of the other Party, except as required by law. Confidential Information does not include information that: (a) is or becomes publicly known through no breach; (b) was rightfully known by the receiving Party prior to disclosure; or (c) is disclosed by a third party rightfully and without confidentiality obligations.

9. PUBLICITY

Creator grants Company the right to use Creator's name, trade name, image, likeness and biographical information in connection with the distribution, promotion and marketing of the Deliverables. Company shall obtain Creator's prior written approval for any use that would imply Creator's endorsement of a product or political position.

10. INDEMNIFICATION

10.1 Creator Indemnity. Creator shall indemnify, defend and hold harmless Company and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of: (a) breach of Creator's representations or warranties; (b) alleged infringement or misappropriation by the Deliverables; or (c) Creator's gross negligence or willful misconduct.

10.2 Company Indemnity. Company shall indemnify and hold Creator harmless for liabilities arising from Company's use of Deliverables outside the scope of rights granted herein, provided Creator's use in such case is in compliance with this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF SECTION 6 (OWNERSHIP) OR SECTION 10 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY COMPANY TO CREATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. TERMINATION

12.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured after days' written notice.

12.2 Effect of Termination. Upon termination, Creator shall deliver all completed and in-progress Deliverables and, subject to payment of amounts due for accepted Deliverables, Company shall have the rights expressly granted hereunder in such accepted Deliverables. Sections regarding Ownership, Confidentiality, Indemnification and Limitation of Liability shall survive termination.

13. RETURN OF MATERIALS

Upon Company request or upon termination, Creator shall promptly return or, at Company's direction, destroy all Company Confidential Information and any tangible materials provided by Company.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate in writing).

15. MISCELLANEOUS

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles.

15.2 Entire Agreement. This Agreement, together with any written schedules or exhibits signed by the Parties, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to its subject matter.

15.3 Amendments; Waiver. No amendment or waiver shall be effective unless in a writing signed by both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right.

15.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid provision to replace the invalid one.

15.5 Assignment. Creator shall not assign this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement in connection with a sale of substantially all of its assets or an affiliate.

15.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be binding.

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