Entertainment Business Agreement

ENTERTAINMENT BUSINESS AGREEMENT

This Entertainment Business Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between:

RECITALS

WHEREAS, Company produces, promotes, finances or otherwise engages in entertainment productions and desires to secure the services of Artist for the engagement described in this Agreement; and

WHEREAS, Artist represents that Artist possesses the skill, experience and qualifications to perform such services and is willing to provide such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Company engages Artist to provide the following services and deliverables. Artist shall perform the services in a professional manner, meet applicable production schedules, and comply with all reasonable directions of Company regarding content, technical specifications and deadlines.

PAYMENT TERMS

In consideration for the services described above, Company shall pay Artist the compensation set forth below. All payments are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice of the breach. Termination shall not relieve the breaching party of liability for damages resulting from the breach nor relieve Company of the obligation to pay for services rendered and accepted prior to termination.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, technical, creative, financial or other information marked or reasonably understood to be confidential. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law or valid subpoena, provided the receiving party gives prompt notice and cooperates to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, all original materials, recordings, performances and deliverables created by Artist pursuant to this Agreement shall be considered "works made for hire" and Company shall own all right, title and interest therein. To the extent ownership does not automatically vest in Company, Artist hereby assigns to Company all right, title and interest in such works. Artist retains the right to use short excerpts for Artist's promotional portfolio with prior written consent from Company.

INDEPENDENT CONTRACTOR; INDEMNIFICATION

Artist is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, agency or joint venture relationship. Artist is solely responsible for all taxes and benefits relating to Artist's performance hereunder.

Each party agrees to indemnify and hold harmless the other party, its officers, directors and agents from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the courts located in that state unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification of this Agreement must be made in a written instrument signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the parties at the addresses set forth above or at such other address as either party may designate in writing.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or successor entity in connection with a merger or sale.

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