Residuals Business Agreement

RESIDUALS BUSINESS AGREEMENT

This Residuals Business Agreement (Agreement) is made and entered into as of Effective Date: by and between Client Name: , with principal address:

and Producer Name: , with principal address:

RECITALS

WHEREAS, Client owns or controls certain rights, accounts, payments and revenue streams described as residuals resulting from the exploitation, licensing, distribution, or other monetization of content, intellectual property, or services (collectively, Residuals); and

WHEREAS, Producer has the experience, systems and relationships necessary to collect, administer and distribute Residuals and to perform related accounting and reporting services on behalf of Client; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the collection, allocation and remittance of Residuals under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Producer shall perform collection, accounting, reconciliation and disbursement services with respect to Residuals identified by Client. Services include, without limitation, identification of payable items, submission of claims, reconciliation of receipts, distribution of payments due, maintenance of accounting records and preparation of periodic statements to Client.

PAYMENT TERMS

Compensation for Producer's services shall be calculated as specified below. Producer shall be entitled to deduct its compensation, authorized costs and approved expenses from collected Residuals prior to remittance to Client in accordance with this Agreement.

Percentage of gross Residuals (specify percentage):

Fixed fee per reporting period (specify amount):

Late payments shall incur interest at the rate of percent per month (or the maximum permitted by law, if less) on amounts not remitted within days after the due date.

All payments are subject to reconciliation. If overpayments or underpayments are discovered during reconciliation, adjustments will be made in the next scheduled remittance unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach. Termination will not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information received from the other party in connection with this Agreement, including financial records, statements, payment terms, customer lists and trade secrets (Confidential Information). Confidential Information shall be used solely for the performance of this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received without restriction from a third party; or (d) is independently developed without use of Confidential Information. A party may disclose Confidential Information if required by law or valid legal process, provided it gives prior written notice to the disclosing party where permitted and cooperates to obtain confidential treatment.

AUDIT, RECORDS AND COMPLIANCE

Producer shall maintain accurate books and records relating to Residuals and shall provide Client with reasonably detailed statements on a periodic basis as described above. Client shall have the right, at its expense, to audit Producer's records relating to Client's Residuals during normal business hours upon prior written notice not more than once per year, except where a material discrepancy is discovered.

TAXES AND WITHHOLDING

Each party shall be responsible for its own taxes arising from performance under this Agreement. Producer may withhold and remit amounts as required by applicable law. Client shall supply any tax documentation reasonably requested by Producer to comply with withholding and reporting obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings and negotiations. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or other material obligations and agree that injunctive relief may be an appropriate remedy in addition to other remedies at law or equity.

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