Video Game Development Agreement

VIDEO GAME DEVELOPMENT AGREEMENT

This Video Game Development Agreement (the "Agreement") is made as of by and between:

RECITALS

WHEREAS, Client desires to engage Developer to design, develop, test and deliver an interactive video game and related deliverables as more fully described in this Agreement; and

WHEREAS, Developer has the technical skill, experience and resources necessary to produce the video game and agrees to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

DEFINITIONS

"Deliverables" means the game, source code, assets, documentation, builds, and other materials to be delivered by Developer under this Agreement as described in the Scope of Work.

"Acceptance" means Client's written confirmation that a Deliverable meets the Acceptance Criteria set forth in this Agreement or has been deemed accepted by lapse of the Acceptance Period.

SCOPE OF WORK

MILESTONES AND DELIVERABLES

The parties shall follow the milestone schedule below. Developer shall deliver each milestone and Client shall perform Acceptance testing as provided below.

PAYMENT TERMS

Client shall pay Developer the Total Fee set forth below in accordance with the selected payment schedule. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall incur interest at % per month (or the maximum permitted by law), with a minimum late fee of .

ACCEPTANCE TESTING

Upon delivery of each Deliverable, Client shall have an acceptance period of days to test and either accept or provide a written list of defects. Developer shall remedy reported defects in accordance with the priorities agreed between the parties. If Client does not provide written rejection within the acceptance period, the Deliverable shall be deemed accepted.

TERM AND TERMINATION

This Agreement shall commence on the date set forth above and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall be used solely for performance under this Agreement and not disclosed except to employees, contractors or agents who have a need to know and are bound to maintain confidentiality. Confidentiality obligations shall remain in effect for following termination or expiration, except for source code and technical specifications which shall remain confidential until such time as they enter the public domain through no fault of the receiving party.

INTELLECTUAL PROPERTY

Developer hereby grants, assigns and transfers to Client all right, title and interest in and to the Deliverables, including all copyrights, patents, trade secrets and other intellectual property rights, as works made for hire to the fullest extent permitted by law. To the extent any Deliverable is not a work made for hire, Developer irrevocably assigns all such rights and agrees to execute documents necessary to effectuate that assignment.

Developer retains a non-exclusive, non-transferable license to use its general development tools and know-how, but not Client's Confidential Information or Deliverables, for any purpose other than as permitted herein.

WARRANTIES; DISCLAIMER

Developer represents and warrants that: (a) Deliverables shall be original and not infringe third-party rights; (b) Developer has the right to assign the rights granted herein; and (c) for a period of after Acceptance, Developer will correct material defects at no additional cost. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for violations of confidentiality or willful misconduct, neither party shall be liable to the other for incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the total fees paid by Client to Developer under this Agreement.

Developer shall indemnify and hold Client harmless from claims arising from Developer's breach of the warranties in this Agreement, and Client shall indemnify Developer for Client's breach of its obligations or misuse of the Deliverables.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses identified above or to such other address as either party may designate by notice in accordance with this section.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve disputes promptly by escalation to senior executives before commencing litigation.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and accepted Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and agreements, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest in connection with a merger, acquisition or sale of all or substantially all assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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