Legal Dreamland Agreement

LEGAL DREAMLAND AGREEMENT

This Legal Dreamland Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with address ("Client"), and Provider Name: with address ("Provider").

RECITALS

WHEREAS, Provider is engaged in the business of designing, developing and delivering immersive themed environments, live attractions, and associated creative deliverables (collectively, "Dreamland Services"); and

WHEREAS, Client desires to retain Provider to design and deliver a specific Dreamland project described as Project Name: located at Project Location: , and Provider is willing to perform such services under the terms set forth herein.

WHEREAS, the parties intend that the deliverables and intellectual property rights, confidentiality obligations, payment terms, and other contractual provisions be governed by this Agreement.

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

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible work products, drawings, renderings, digital assets, specifications, prototypes, models, scripts, music, and other materials to be delivered by Provider to Client under this Agreement, as further described in Exhibit A: .

1.2 "Services" means the design, development, construction oversight, installation supervision, and related consulting services to be performed by Provider as set forth in Section 2.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in writing in the project scope and schedule. Provider shall use commercially reasonable efforts, consistent with industry standards for themed entertainment design, to complete the Deliverables in accordance with the schedule.

3. COMPENSATION AND PAYMENT

3.1 Client shall pay Provider a total fee (the "Project Fee") in the amount of payable according to the payment schedule below.

3.2 All payments are due within days of invoice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. INTELLECTUAL PROPERTY

4.1 Ownership. Except as expressly set forth in this Section, Provider retains all right, title and interest in and to Provider's preexisting intellectual property and methodologies. Unless otherwise agreed in writing, Client shall receive a nonexclusive, nontransferable license to use the Deliverables for the Project Location and purposes specified in this Agreement upon full payment of all fees.

4.2 Work Made for Hire / Assignment. The parties may elect whether Deliverables constitute "work made for hire." If Client elects assignment, Client shall pay an additional assignment fee of . Select election: Work Made For Hire Assignment (upon payment)

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

5.2 Obligations. The Receiving Party shall (a) protect Confidential Information using the same degree of care it uses for its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to exercise rights or perform obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information does not include information that is (a) generally known without breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other party's Confidential Information, or (d) required to be disclosed by law, provided the Disclosing Party is given prompt notice and an opportunity to seek protective relief.

6. WARRANTIES; DISCLAIMERS

6.1 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation for breach of this warranty shall be, at Provider's election, to reperform nonconforming Services or refund the portion of the fee attributable to the nonconforming Services.

6.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. INDEMNIFICATION

7.1 Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against third-party claims arising out of (a) a party's gross negligence or willful misconduct, (b) a material breach of its representations, warranties or obligations under this Agreement, or (c) claimed infringement of third-party intellectual property rights to the extent caused by Indemnitor's materials or instructions.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues for a period of months, unless earlier terminated as provided herein.

9.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days following written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and Deliverables delivered up to the effective date of termination. Sections surviving termination include Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Governing Law and Miscellaneous provisions.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, national overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

12.3 Entire Agreement. This Agreement, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13. MISCELLANEOUS

13.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship.

13.2 Subcontracting. Provider may subcontract portions of the Services provided Provider remains responsible for the performance of subcontractors and compliance with this Agreement.

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