Project Storylines Document

PROJECT STORYLINES DOCUMENT

This Project Storylines Document (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client seeks the development of creative storylines, character outlines, narrative beats, and related documentation for the project identified as (the Project); and

WHEREAS, Provider has expertise in narrative development and agrees to deliver storylines and related deliverables under the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding creation, delivery, acceptance, confidentiality, and ownership of the Work Product.

SCOPE OF WORK

Provider shall perform the narrative development services described below. Deliverables shall conform to the specifications, schedules, and acceptance criteria agreed in writing.

MILESTONES

The parties agree the Project will be delivered in milestones as set forth below. Each milestone payment is contingent upon Client's written acceptance of the corresponding deliverable in accordance with the Acceptance procedure below.

PAYMENT TERMS

Client shall pay Provider the fees set forth below according to the schedule. Fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the Completion Date unless earlier terminated in accordance with this section.

Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice. Upon termination, Client shall pay Provider for all satisfactory work performed through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed in connection with this Agreement that is designated as confidential or that by its nature ought reasonably to be treated as confidential ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without restriction.

The receiving party shall use Confidential Information only to perform its obligations under this Agreement and shall not disclose Confidential Information to third parties except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall continue for years following termination, except that proprietary trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Subject to full payment of all amounts due, Provider assigns to Client all right, title and interest in and to the final written storylines, synopses, character descriptions and other final Work Product created specifically for the Project, including all copyrights and other intellectual property rights therein. Provider retains no rights in the Work Product except as expressly set forth in this Agreement.

Notwithstanding the foregoing, Provider may retain and use non-confidential general skills, ideas, concepts, know-how and techniques obtained or developed in connection with the Project for other clients, provided such use does not disclose Client's Confidential Information or final Work Product.

CHANGE ORDERS

Any changes to the Scope of Work shall be made only by written change order signed by authorized representatives of both parties. Change orders may adjust fees, milestones and delivery dates. Provider shall not be required to perform work outside the agreed scope absent a signed change order.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider represents that the Work Product will be original to Provider and will not knowingly infringe third-party rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WORK PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. Each party shall indemnify the other against third-party claims arising from its breach of representations or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the competent courts of that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all attachments and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent, except that Client may assign to an affiliate or in connection with a change of control.

Provider may use anonymized excerpts of the Work Product in promotional materials and portfolio, provided no Confidential Information or Client-identifying materials are disclosed.

ACCEPTANCE

Client shall have days following delivery of each deliverable to review and either accept or provide written notice of deficiencies. If Client does not provide timely notice, the deliverable will be deemed accepted.

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