Legal Script Editor Amendment

LEGAL SCRIPT EDITOR AMENDMENT

This Amendment (the "Amendment") is made and entered into as of Effective Date: by and between Client Name: and Script Editor Name: (each a "Party" and together the "Parties").

Recitals

WHEREAS, the Parties entered into a Script Editing Services Agreement dated Original Agreement Date: (the "Agreement"); and

WHEREAS, the Parties desire to amend certain provisions of the Agreement to modify the scope of services, compensation and ownership of newly created materials as set forth in this Amendment; and

WHEREAS, all other terms of the Agreement remain in effect except as expressly modified herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Amendment to Scope of Services

1.1 The Agreement is amended by adding or replacing the scope of services with the following: The Script Editor shall perform editorial services that include developmental notes, line edits, continuity review, and final polish for the Deliverables described below. Specific additional tasks and milestones are set forth in the Deliverables Schedule.

2. Compensation and Payment

2.1 As consideration for the additional services described in Section 1, Client shall pay Editor a fee of USD according to the following schedule.

2.2 Unless otherwise provided in this Amendment, all invoices submitted by Editor shall be due and payable within days of delivery of an undisputed invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. Term; Termination

3.1 The term of this Amendment shall commence on the Effective Date and continue until completion of the Deliverables or until Termination Date: , unless earlier terminated in accordance with the Agreement as modified herein.

3.2 Either Party may terminate this Amendment for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

4. Copyright, Ownership and Assignment

4.1 To the extent permitted by applicable law, Editor hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Deliverables and all copyright, moral rights (to the extent assignable), and other proprietary rights therein, whether created before or after the Effective Date, subject to the limited license set forth in the Agreement, if any.

4.2 If any portion of the Deliverables is held by law not to be a work made for hire, Editor hereby grants and assigns to Client all rights necessary for Client to exploit such Deliverables in all media now known or hereafter devised, in perpetuity, throughout the universe.

5. Confidentiality

5.1 All Confidential Information (as defined in the Agreement) disclosed under the Agreement shall remain subject to the confidentiality obligations therein. The Parties confirm that the obligations shall survive termination of the Agreement and this Amendment for a period of unless longer protection is required by law.

6. Representations, Warranties and Indemnities

6.1 Each Party represents and warrants that it has full power and authority to enter into and perform this Amendment and that execution and performance will not violate any agreement with any third party.

6.2 Editor represents and warrants that the Deliverables will be original to Editor and will not knowingly infringe or misappropriate any third party intellectual property rights. Editor shall indemnify, defend and hold harmless Client from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from any breach of this warranty.

7. Limitation of Liability

7.1 Except for liability arising from willful misconduct, gross negligence or Editor's breach of the assignment and warranty obligations in Sections 4 and 6, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either Party for claims arising under this Amendment shall not exceed the total fees actually paid by Client to Editor under this Amendment.

8. Notices

All notices, requests, consents, claims, demands, waivers and other communications required or permitted under this Amendment must be in writing and addressed as follows:

9. Amendments; Waiver; Counterparts

9.1 This Amendment may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing signed by the Party granting the waiver.

9.2 This Amendment 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. Facsimile or electronic signatures shall be binding as originals.

10. Governing Law; Entire Agreement; Severability

10.1 This Amendment shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

10.2 Except as amended by this Amendment, the Agreement remains in full force and effect. This Amendment and the Agreement (as amended) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral.

10.3 If any provision of this Amendment is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed to the minimum extent necessary and the remaining provisions shall remain in full force and effect.

11. Miscellaneous Provisions

11.1 Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain unchanged and are hereby ratified and confirmed. In the event of any inconsistency between this Amendment and the Agreement, the terms of this Amendment shall govern.

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