Residual Buyout Agreement

RESIDUAL BUYOUT AGREEMENT

Effective Date:

Parties

Seller Entity Type: Individual Corporation LLC Other

Recitals

WHEREAS, Seller holds certain continuing rights to revenues, royalties, residuals, or other contingent compensation arising from intellectual property, creative works, service contracts, licensing arrangements, or revenue-generating assets (collectively, "Residuals"); and

WHEREAS, Buyer desires to purchase, and Seller desires to sell and assign to Buyer, all of Seller's right, title, and interest in and to the specified Residuals on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to provide for a full and final buyout of the specified Residuals, subject to the representations, warranties, covenants, and conditions set forth below.

Definitions

For purposes of this Agreement, "Residuals" means the revenue streams, royalties, payments, and other contingent consideration described in the Scope of Work and any schedules attached to this Agreement, and includes past, present and future amounts arising from the relevant sources unless otherwise limited herein.

Scope of Work / Residuals Purchased

Payment Terms

All payments are due in cleared funds to the account designated by Seller unless otherwise agreed in writing. Unless otherwise specified, the Purchase Price is inclusive of all amounts for which Seller is responsible under applicable law; Buyer is not obligated to withhold taxes on amounts paid hereunder except as required by applicable law, and the party making payment shall be entitled to deduct any required withholding and provide the recipient with documentation of such withholding.

Term and Termination

Term Commencement Date:

Term Expiration Date (if any):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not affect Buyer's obligation to pay for amounts accrued prior to termination or Seller's obligation to execute such instruments as are necessary to effect the transfer of the Residuals purchased prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information, trade secrets, financial terms, methods of calculation, business plans, or other confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, except to its employees, affiliates, counsel, accountants and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's confidential information, or (c) is required to be disclosed by law or valid court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

Representations, Warranties and Covenants

Seller represents and warrants that Seller is the sole legal and beneficial owner of the Residuals being sold, that the Residuals are free and clear of any liens, encumbrances, or third-party claims, and that Seller has full authority to execute this Agreement and to sell and assign the Residuals. Seller covenants to execute such further instruments and take such actions as are reasonably required to effectuate the transfer to Buyer.

Indemnification

Seller shall indemnify, defend and hold Buyer harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties or covenants under this Agreement, or from claims by third parties relating to Seller's ownership, title, or authority with respect to the Residuals prior to the Effective Date.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state indicated above without regard to its conflict of law principles.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth in the Parties section above (or to such other address as a party may designate by notice in writing) by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

Entire Agreement

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Buyer may assign its rights to an affiliate or in connection with a merger or sale of substantially all of its assets. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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