Exclusive Rights Agreement

EXCLUSIVE RIGHTS AGREEMENT

This Exclusive Rights Agreement (the "Agreement") is made and entered into as of by and between Licensor Name: having its principal place of business at , and Licensee Name: having its principal place of business at .

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of all right, title and interest in and to the work described as: (the "Work"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, exclusive rights to exploit the Work in the Territory and Field of Use set forth herein subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the full terms, conditions and consideration for the exclusive grant described below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and payments set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

a) "Territory" means the geographic area in which Licensee shall have the exclusive right to exploit the Work:

b) "Field of Use" means the line of business, media, or industry in which the Work may be exploited:

2. GRANT OF EXCLUSIVE RIGHTS

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts, an exclusive, transferable (subject to Section 10), sublicensable (subject to Licensor's prior written consent as set forth below), royalty-bearing right and license to reproduce, distribute, perform, display, market and otherwise exploit the Work within the Territory and Field of Use for the Term defined herein.

2.2 Scope. The exclusivity granted herein is exclusive even as to Licensor and its affiliates, and Licensor shall not license, assign or otherwise permit any third party to exploit the Work in the Territory and Field of Use during the Term except as expressly set forth in this Agreement.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement (the "Term") shall commence on the effective date above and continue for unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement on written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice describing the breach in reasonable detail.

3.3 Effect of Termination. Upon expiration or termination, all licenses granted to Licensee shall revert to Licensor except as to sublicenses granted in good faith and subject to the survival provisions in Section 12. Termination shall not relieve any party of obligations accrued prior to termination.

4. CONSIDERATION

4.1 Upfront Payment. In consideration for the rights granted herein, Licensee shall pay Licensor an upfront fee of payable within days of the effective date.

4.2 Royalties. Licensee shall pay Licensor a royalty equal to of Net Receipts derived from exploitation of the Work in the Territory. "Net Receipts" shall mean gross receipts actually received by Licensee less customary and documented distribution fees, taxes imposed on transactions, and third-party payment processing fees.

4.3 Accounting; Payment Dates. Licensee shall deliver quarterly statements and royalty payments within days following the end of each fiscal quarter.

5. RIGHTS AND OBLIGATIONS

5.1 Commercial Exploitation. Licensee shall use commercially reasonable efforts to exploit the Work throughout the Territory and Field of Use and shall provide Licensor with periodic reports of exploitation activities upon request.

5.2 Sublicensing. Licensee may grant sublicenses only with Licensor's prior written consent, which consent shall not be unreasonably withheld. All sublicenses shall be consistent with the terms of this Agreement, and Licensee shall remain liable for acts and omissions of its sublicensees.

6. REPRESENTATIONS AND WARRANTIES

6.1 By Licensor. Licensor represents and warrants that: (a) it is the sole legal and beneficial owner of the Work and has full power and authority to enter into this Agreement and grant the rights herein; (b) the Work does not infringe the intellectual property or other proprietary rights of any third party; and (c) there are no outstanding licenses, liens or encumbrances that would materially impair the rights granted under this Agreement.

6.2 By Licensee. Licensee represents and warrants that it has full right and authority to enter into this Agreement and to perform its obligations hereunder and that its exploitation of the Work will comply with all applicable laws and regulations.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of the representations, warranties or covenants of the Indemnifying Party; or (b) the Indemnifying Party's negligent or willful misconduct in connection with this Agreement. The Indemnified Party shall give prompt written notice of any claim and shall cooperate reasonably in the defense and settlement thereof.

8. CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public, proprietary information disclosed by the other party in connection with this Agreement and to use such information only for purposes of performing obligations under this Agreement. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, was known to the recipient without restriction at the time of disclosure, or is rightfully received from a third party without restriction.

9. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations of the assigning party.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as a party may designate by written notice to the other. Notices shall be deemed given upon receipt.

11. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the parties' agreement to arbitrate, unless the parties mutually agree otherwise in writing.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules or exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly effects the parties' original intent.

14. MISCELLANEOUS

14.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned signatures) shall be binding.

14.2 Force Majeure. Neither party shall be liable for failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, provided that the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

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