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-1- 2.16 Form: Option License Agreement for a Multimedia Product THIS OPTION AGREEMENT is made by and between ABC Producer Co. with offices in Sunset Boulevard, Los Angeles, Ca. ("Producer") and XYZ Publisher, Inc., a corporation existing under the laws of the State of New York with offices at Broadway, New York, N.Y. ("Publisher"). WHEREAS, Publisher is the owner of all rights, title and interest in and to a textual work entitled The Great American Book (the "Work"); and WHEREAS, Producer is in the business of publishing and distributing multimedia titles; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1. Grant In consideration of a one-time non-refundable payment of ____________ ($___), receipt and sufficiency of which is acknowledged by Publisher, Publisher hereby grants to Producer, his licensees and assignees, an exclusive option for the exclusive, perpetual, irrevocable, worldwide right to: (i) reproduce, copy, modify, create derivatives in whole or in part, or otherwise use the Work in combination with or as a composite of other matter, including, but not limited to, text, data, images, photographs, illustrations, animation and graphics, video or audio segments of any nature, in any media or embodiment, now known or hereafter to become known, including, but not limited to, all formats of computer readable electronic, magnetic, digital, laser or optical-based media (the "Product") and (ii) display, perform, exhibit, distribute, transmit or broadcast the Product by any means now known or hereafter to become known, including satellite, microwave, "integrated services digital network" or fiber-optic means. -2- 2. Term Producer shall have the right to exercise this option at any time on or before one (1) year from and after the date hereof provided: (i) Producer pays to Publisher a fee in the amount of ____________ ($___) less the option payment set forth in Section 1, or any extension payment set forth in Section 3; and (ii) notifies the Publisher in writing. Producer may extend this option for additional six (6) month periods (the original option and any extension thereof referred to as an "Option Period") by giving Publisher written notice of such intent within thirty (30) days prior to the expiration of the option period and by paying an additional non-refundable extension payment in the amount of ____________ ($___). 3. Multimedia Product Agreement Concurrently with the execution of this Option Agreement, the parties hereto are executing the Multimedia Product Agreement attached hereto as Schedule A. Upon Producer's exercise of the option set forth herein, the Multimedia Product Agreement shall be deemed to automatically come into full force and effect. All the representations and warranties set forth in the Multimedia Product Agreement are hereby incorporated by reference herein, and Publisher shall not take any action during the term of this option which would cause any of such representations or warranties to be untrue or invalid. 4. Expiration of Option Period Upon the expiration of the Option Period, the Multimedia Product Agreement shall be without any meaning or effect whatsoever, and Publisher shall be free to license or otherwise convey any and all rights to the Work to any third party. 5. Assignment This Agreement, in whole or in part, may be freely assigned by Producer. Publisher may not assign this Agreement in whole or in part without the prior written approval of Producer. -3- 6. Severability If any part, term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected thereby. 7. Jurisdiction This agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF the parties hereto have hereunto set their hands as of the date hereof. ABC PRODUCER CO. By:___________________________ Name_________________________ Title __________________________ XYZ PUBLISHER, INC. By:____________________________ Name _________________________ Title __________________________