Fill and Sign the Form Letter of Intent for Development Agreement

1 3.19 Form: Letter of Intent for Development Agreement Mr. Joe Smith Developer Company, Inc. 101 Main Street Albany, N.Y. 10101 Re: Letter of Intent For Development of Multimedia Product Dear Mr. Smith: This is a non-binding letter of intent, designed only to summarize the discussions between our companies and to confirm our respective intentions regarding the development of a sports oriented multimedia product to be released in CD-ROM format compatible with most commercially available platforms. The key terms upon which we agree are set forth below: (1) We intend to retain Developer Company, Inc. ("Developer") to design and develop a multimedia product which is tentatively entitled "Great Sports Moments In History." We shall provide detailed functional specifications for the product prior to the execution of a definitive agreement, and subject to a confidentiality agreement executed by the parties. (2) We intend to provide Developer with all content which shall be incorporated into the product. We shall be responsible for all costs associated with the securing of the rights necessary to use that content, and shall indemnify Developer for any claims based on intellectual property infringement or violation of a right of privacy or publicity stemming from the use of such content. (3) Developer shall provide all software necessary for the design, development, use and distribution of the product. Developer shall provide us with a royalty free right to use that software, and in the event of Developer's bankruptcy or other similar event, the right to maintain or enhance that software. Developer shall license us with the right to distribute whatever run-time software is necessary for an end- user to operate the product. Developer shall indemnify us for any 2 claims based on intellectual property infringement related to the use of any Developer-provided software. (4) We shall compensate Developer in accordance with a mutually agreed to implementation plan and payment schedule, based on Developer's standard hourly rates and the actual time expended by Developer. (5) The parties shall use their best efforts to conclude a contract within six months of the date of this letter. This document is a letter of intent only. It is not intended to be, and shall not constitute in any way, a binding or legal agreement, or impose any legal obligation or duty on either of us. If the foregoing reflects our mutual statement of intention, please sign and return the enclosed copy of this Letter of Intent. Sincerely, Producer Company, Inc. By:__________________________ Title:_________________________ Date:_________________________ Agreed: Developer Company, Inc. By:___________________________ Title:__________________________ Date:__________________________